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Agillic A/S

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Agillic calls for an extraordinary general meeting

Announcement no. 6 2021


Copenhagen – 20 January 2021 – Agillic A/S (Nasdaq First North Growth Market Denmark: AGILC) calls for an extraordinary general meeting on 3 February 2021


To the shareholders in Agillic A/S

An extraordinary general meeting in Agillic A/S on 3 February 2021 at 10.00 is hereby convened. The general meeting will be held virtually and at the Company's address at Masnedøgade 22, 2100 Copenhagen. The general meeting is opened by the chair of the board and will be presided over by the chair.

Due to covid-19, the shareholders will also be able to participate virtually via a link, which will be sent out in the calendar invitation after notice of the participation as described below. Because of the infection rate, the board of directors recommends that all shareholders participate virtually. In case a shareholder wants to participate physically, notice of this must be given at the latest by 28 January 2021 at 14.00. In case more than ten shareholders attend physically, the shareholders will be divided into groups of two or more groups with a maximum capacity of 5-10 persons, who will be placed in different meeting rooms, where there will be speakers, microphones and screens in order for everyone to participate in the general meeting whilst the current restrictions are observed.

At the general meeting, it will only be possible to vote by postal vote unless one is physically present. However, all shareholders are encouraged to vote by postal vote or give a proxy to the board of directors.

Agenda:

  1. Election of chair
  2. Motion from the board of directors:
    1. Election to the board of directors
    2. Authorization to issue warrants
  3. Authorization to make the changes
  4. Any other business.

Complete motions:

1. Election of chairman

The board of directors proposes that attorney at law Casper Moltke-Leth presides over the general meeting as chairman.

The motion can be adopted by a simple majority of votes.                                                                  

2. Motion from the board of directors

a.         Election to the board of directors

The board of directors informs that Casper Moltke-Leth has requested to resign as a member of the board of directors.

The board of directors proposes that Michael Moesgaard Andersen is elected as a new member of the board of directors.

Background information on the suggested candidate for the board is enclosed in appendix 1 .

The board of directors plans to organise themselves with Michael Moesgaard Andersen as the chair of the board.

The motion can be adopted by a simple majority of votes. 

b.         Authorization to issue warrants

The board of directors' authorizations in the articles of association clauses 3.2-3.4 have been fully utilized. Therefore, the board of directors proposes to issue a new authorization to issue warrants. If the motion is approved a new clause 3.5 will be inserted in the articles of association and the articles of association will be changed consequently:

“Until 30 November 2022 the board of directors is authorized to – in one or more issues – to issue warrants according to section 169 in the Danish Companies Act to the Company’s executive board, employees or consultants of the company with a subscription right of up to 558,700 shares of nominally DKK 0.10 (corresponding to nominally DKK 55,870.00 in share capital) (subject to a possible higher amount as a result of an adjustment in consequence of changes to the Company’s capital structure, as laid down by the board in connection to the issuing of warrants) and to make the related capital increase without pre-emption rights for the existing shareholders.

The total amount of issued warrants according to clause 3.5 cannot be more than 10% of the Company’s at any time issued nominal share capital.

The board of directors determines the terms and conditions, including the subscription price, for the warrants issued in accordance with this authorisation. The new shares issued according to this authorization have to be paid in full, registered in the name of the holder, be negotiable instruments and in every way have the same rights, as the existing shares. The specific terms and conditions for the subscription and issuing of warrants are described in appendix 3.5, which is an integral part of the Company’s articles of association.

The authorization also covers that the board of directors in accordance with the rules applicable at the time in the Danish Companies Act can decide to reuse or reissue lapsed or reissued warrants provided that the re-use or reissuing takes place according to the terms and timing restrictions in this authorisation. Reuse shall mean that the board of directors may let another contracting party enter into an already existing agreement on warrants. Re-issue shall mean that the board of directors may issue new warrants in accordance with this authorisation if warrants already issued have lapsed.”

The motion can be adopted by a majority of at least 2/3 of the votes cast according to the represented capital present at the general meeting. 

3. Authorization to make the changes

The board of directors proposes that the general meeting appoints attorney at law, Casper Moltke-Leth to register the above decisions to the Danish Business Authority and to make any amendments and additions to the adopted decisions, the articles of association or other conditions, which may be required by the Danish Business Authority in connection with the registration of the adopted amendments.

The motion can be adopted by a simple majority of votes. 

The share capital and the shareholders' participation and voting right

The Company's share capital amounts to nominally DKK 1,001,802.70 divided on shares of DKK 0.10. At the general meeting, each share of DKK 0.10 gives one vote.

A shareholder's right to participate at the general meeting and vote is determined in proportion to the number of shares the shareholder holds at the registration date. The registration date is one week before the general meeting is held on 28 January 2021 at 10:00.

The shares held by a shareholder is calculated on the registration date based on the recordings of the shareholder's number of shares in the shareholder’s register. Any information on the shareholder's holding received by the company on the registration date for the purpose of registration, but which has not yet, however, been recorded in the shareholder's register.

Participation

Shareholders who are entitled to and wish to participate in the general meeting must inform the company of their participation no later than 28 January 2021 at 14:00 by email to investor@agillic.com.

Proxy

Shareholders who have requested an access card can appear in person or by proxy at the general meeting. The proxy can be given in one of the following ways:

- In writing by using a proxy and postal vote form which can be obtained on the company's website: www.agillic.com/investor/

When filled in and signed, the form can be forwarded as a scanned document to investor@agillic.com.

The proxy form must be forwarded no later than 28 January 2021 at 14:00.

A shareholder can choose to cast votes either by proxy or by postal vote, see below, but not by both methods.

The right to attend and vote by proxy must be substantiated by adequate documentation. If adequate documentation is not presented, the right to participate and/or vote may be denied according to the specific circumstances.

Postal vote

Shareholders who are not able to attend the general meeting may cast their votes by postal vote. Postal voting can be made in one of the following ways:

- In writing by using a proxy and postal vote form which can be obtained on the Company's website: www.agillic.com/investor/. When filled in and signed, the form can be forwarded as a scanned document to investor@agillic.com.

Postal votes must be forwarded no later than 28 January 2021 at 14:00.

A shareholder can choose to cast votes either by postal vote or by proxy, see below, but not by both methods.

Additional information

Until and on the day of the general meeting, additional information regarding the general meeting will be available on the company's website, including:

- The notice of the general meeting, including the agenda and motions

- Proxy and postal vote form to be used for voting by proxy or by postal vote, and

- Information on the total number of shares and voting right on the date of the notice.

The general meeting will be conducted in Danish.

Questions from the shareholders

Prior to the general meeting, the shareholders can submit questions to the agenda or documents etc. regarding the general meeting by sending these in writing to the company at the company's address or by email to investor@agillic.com.

Questions must be received by the company no later than on 28 January 2021 at 14:00.

Copenhagen, 20 January 2021

Agillic A/S

The board of directors


For further information, please contact:
Emre Gürsoy, CEO, Agillic A/S
+45 30 78 42 00
emre.gursoy@agillic.com

Bent Faurskov, CFO, Agillic A/S
+45 25 16 21 03
bent.faurskov@agillic.com


Certified Adviser
John Norden, Norden CEF
Kongevejen 365, 2840 Holte
+ 45 20 72 02 00
jn@nordencef.dk

About Agillic A/S

Agillic is a Danish software company enabling marketers to maximise the use of data and translate it into relevant and personalised communication establishing strong relations between people and brands. Our customer marketing platform uses AI to enhance the business value of customer communication. By combining data-driven customer insights with the ability to execute personalised communication, we provide our clients with a head start in the battle of winning markets and customers. 

Besides the Company’s headquarter in Copenhagen, Denmark, Agillic has sales offices in London (UK) and Stockholm (Sweden), as well as a development unit in Kyiv (Ukraine). For further information, please visit www.agillic.com

Agillic A/S (publ) (Nasdaq First North Growth Market Denmark: AGILC) is obligated to publish the above information in compliance with the EU Market Abuse Regulation. The information was published via agent by Agillic A/S on 20 January 2021.

Agillic A/S – Masnedøgade 22, 2. – 2100 Copenhagen – Denmark



Appendix 1 – Background information on the candidate proposed for election as members of the board of directors

Michael Moesgaard Andersen earned degrees at Aarhus University (Master of Science in Political Science and at Copenhagen Business School (BA). Michael was a civil servant (the Ministry of Finance), and subsequently a partner at Deloitte, before he established his own management consulting company. For the last 20 years, he has worked with startups and scaleups. Michael was instrumental in the IPO of Konsolidator, Valuer and Penneo. Michael is also an adjunct professor at Copenhagen Business School in innovation and strategy. Besides holding a number of executive and board member positions, Michael is the chair of IT-Branchen’s interest group on startups, capital, and growth.

Current executive positions:

• Andersen Advisory Group Invest A/S (since 23-05-2005)

• Moesgaard Invest 2 ApS (since 19-05-2004)

• Andersen Advisory Group A/S (since 18-12-1991)

• Moesgaard Consulting ApS (since 27-01-1993)

• Danish Mobile Technology A/S (since 27-02-2020)

• Danske Færdighedsspil A/S (since 27-02-2020)

Current board member positions:

• Valuer Holding A/S (since 20-06-2020; chairman from 20-06-2020 until 01-11-2020)

• MindFuture ApS (since 01-04-2020)

• Penneo A/S (since 29-12-2019)

• VV ApS (chairman) (since 28-10-2019)

• Qemploy A/S (chairman) (since 02-10-2018)

• Danish Mobile Technology A/S (since 08-08-2006; chairman from 03-01-2008 until 26-02-2020)

• Konsolidator A/S (since 26-05-2016)

• Configit A/S (since 13-07-2007; chairman from 10-12-2010 to 03-02-2016)

• Configit Holding A/S (since 04-02-2016)

• Danske Færdighedsspil A/S (since 17-01-2005; chairman from 13-07-2015 to 26-02-2020)

• Andersen Advisory Group Invest A/S (since 24-01-1992)

• Andersen Advisory Group A/S (since 18-12-1991)

Executive positions during the past five years

None.

Board member positions during the past 5 years

• Valuer.ai ApS (chairman) (23-06-2017 and until 30-09-2020)

• ITU Business Development A/S (02-05-2019 and until 06-04-2020)

• Selskabet af 7. september 2017 ApS (27-06-2016 and until 27-09-2017)

• Selskabet af 30. august 2017 A/S (11-03-2015 and until 06-09-2017)

• Configit Build A/S (chairman from 09-07-2014 to 01-12-2014; board member from 01-12-2014 to 29-05-2017)

• Cozmophone A/S (25-10-2007 til 29-04-2017; chairman 30-04-2017 to 24-05-2017)

• Emperion A/S (15-09-2005 to 29-04-2017; chairman 30-08-2005 to 15-09-2005 and 30-04-2017 to 24-05-2017)

• Seismonaut A/S (03-12-2014 until 30-06-2016)

Attachment


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